Celestica Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
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Electrical Products
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2025
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Item 7.01 Regulation FD Disclosure.
As of June 28, 2024, Celestica Inc. (the "Company") determined that it no longer qualified as a "foreign private issuer" as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). As a result, effective January 1, 2025, the Company began complying with the periodic disclosure and current reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") applicable to U.S. domestic issuers, rather than the forms the Company has filed with or furnished to the Securities and Exchange Commission ("SEC") in the past as a foreign private issuer.
Accordingly, the Company is now required to prepare its financial statements filed with the SEC in accordance with generally accepted accounting principles in the United States ("US GAAP"). Pursuant to Section 4.3(4) of the Canadian Securities Administrators' National Instrument 51-102 — Continuous Disclosure Obligations, the Company must re-present its interim financial reports for the fiscal year ended December 31, 2024 in accordance with US GAAP, such interim financial reports having previously been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.
The re-presented unaudited consolidated interim financial statements and the related Management's Discussion and Analysis of Financial Condition and Results of Operations for (i) the three months ended March 31, 2024 and 2023; (ii) the three and six months ended June 30, 2024 and 2023; and (iii) the three and nine months ended September 30, 2024 and 2023 (collectively, the "Re-Presented Interim Financial Statements and MD&As"), as re-presented on March 3, 2025, have been prepared in accordance with US GAAP.
Other than as expressly set forth above, the Re-Presented Interim Financial Statements and MD&As do not, and do not purport to, update or restate the information in the original unaudited consolidated interim financial statements and the related Management's Discussion and Analysis of Financial Condition and Results of Operations for (i) the three months ended March 31, 2024 and 2023; (ii) the three and six months ended June 30, 2024 and 2023; and (iii) the three and nine months ended September 30, 2024 and 2023 (collectively, the "Original Interim Financial Statements and MD&As") or reflect any events that occurred after the date of the filing of the Original Interim Financial Statements and MD&As.
The Original Interim Financial Statements and MD&As, which were prepared in accordance with IFRS, were filed with the SEC on Forms 6-K on April 25, 2024, July 25, 2024 and October 24, 2024, respectively. The Re-Presented Interim Financial Statements and MD&As are being filed voluntarily and are attached hereto as Exhibits 99.1 to 99.6, and are incorporated by reference in this Current Report on Form 8-K.
The information in this Item 7.01, including the exhibits attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing or other document under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 | ||||||||
99.2 | ||||||||
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| 99.4 | ||||||||
| 99.5 | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELESTICA INC. | ||||||||
Date: March 3, 2025 | By: | /s/ Douglas Parker | ||||||
| Douglas Parker | ||||||||
| Chief Legal Officer and Corporate Secretary | ||||||||